BioSante 8K for 5-26-2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
__________________
Date
of
Report (Date of earliest event reported):
May
26, 2006
BIOSANTE
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-31812
|
58-2301143
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification Number)
|
|
111
Barclay Boulevard
Lincolnshire,
Illinois
|
60069
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(847)
478-0500
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
| £ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| £ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| £ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
| £ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Section
1 — Registrant’s Business and Operations
Item
1.01 Entry
into a Material Definitive Agreement
On
May
26, 2006, BioSante Pharmaceuticals, Inc., its President and Chief Executive
Officer, its Chief Financial Officer, Treasurer and Secretary, one of its
directors, and Leah Lehman, Ph.D., BioSante’s former Vice President of Product
Development, entered into a Confidential Settlement Agreement regarding an
employment-related dispute, the details of which were previously disclosed
in a
Form 8-K filing by BioSante on February 17, 2006. Under the Settlement
Agreement, the parties thereto agreed to voluntarily withdraw and dismiss any
and all charges, claims and pending litigation with prejudice and execute mutual
releases and covenants not to sue. BioSante agreed to pay Lehman
post-termination installment payments in the aggregate amount of $780,000 in
equal installments in accordance with BioSante’s regular payroll cycle through
December 31, 2007 and to secure such payments with an irrevocable letter of
credit. BioSante also agreed to pay the legal fees incurred by Lehman in the
amount of $110,000. BioSante believes that its insurance carrier will be
responsible for a substantial portion of the settlement and legal fees and
costs
incurred in settling this matter. In exchange for the payments, Lehman agreed,
among other things, to honor through June 30, 2007, non-competition and
non-solicitation obligations as provided in the Employment Agreement dated
December 15, 2000 by and between her and BioSante, a copy of which was filed
as
an exhibit to BioSante’s most recent annual report on Form 10-K.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
BIOSANTE
PHARMACEUTICALS, INC.
By:
/s/
Louis W. Sullivan, M.D.
Louis
W.
Sullivan, M.D.
Chairman
of the Board
Dated:
May 26, 2006